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EULA

END USER DATA LICENCE

PLEASE READ CAREFULLY BEFORE USING THE DATA

This end-user licence agreement ("EULA") is a legal agreement between you ("you" and "yours") and Data City Limited (Company no. 10958787) of 3RD Floor, Munro House, Duke Street, Leeds LS9 8AG ("we", "us", "our") for the use of the Data on our Platform (all as defined below).

We license use of the Data to you on the basis of this EULA. We do not sell the Data to you. We remain the owners of the Data at all times.

IMPORTANT NOTICE:

AGREED TERMS

  1. General
    1. Definitions

      "Customer" means our Customer who has entered into a platform licence agreement with us;

      "Data" means any data, content, records, images, photographs, illustrations, icons, text, video, audio, written materials, software or other content, (including, without limitation, analysis, output and results created, produced or generated by you (whether or not incorporated into a Report);

      "Intellectual Property" means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, the right to sue for passing off, utility models, domain names and all similar rights and, in each case:

      1. whether registered or not;
      2. including any applications to protect or register such rights;
      3. including all renewals and extensions of such rights or applications;
      4. whether vested, contingent or future; and
      5. wherever existing.

      "Platform" means our software platform and interface found at www.datacity.com (and all sub domains of this) whether accessed by the Internet via a mobile application, mobile device or other electronic device;

      "Raw Format" means any of the Data in its original "as provided" raw format before it has been altered, questioned or manipulated by you or the Customer in any way or before it has been used in a Report;

      "Report" means any report produced by you (in any format) created, produced or generated as part of your use of the Platform and Data.

    2. The terms of this EULA apply to the Data including any updates or supplements to the Data, unless they come with separate terms, in which case those terms apply.
  2. Your licence to use the Data
    1. In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive single use licence to use the Platform to access, download, display, view and use the Data ONLY for the benefit of the Customer and for the Customer's internal business purposes. You may generate and create Reports using the Data, subject to the terms of this EULA but only for the benefit of the Customer. We reserve all other rights.
    2. YOU MAY NOT COPY THE DATA (IN ITS RAW FORMAT OR OTHERWISE) OR SHARE THE DATA WITH ANY THIRD PARTY WHATSOEVER UNLESS WE HAVE GIVEN YOU OUR EXPRESS WRITTEN PERMISSION.
  3. Restrictions on your use of the Data
    1. Except as expressly set out in this EULA or as permitted by any local law, you agree:
      1. ONLY to use the Data for the Customer's internal business purposes and NOT to use the Data (in its Raw Format or otherwise) for any Customer's commercial purposes or for your own use;
      2. to keep the Data (and any Report) strictly confidential at all times and not to disclose, provide or otherwise make available the Data (or any Report) in whole or in part, in any form to any third party or person without prior written notice and consent from us;
      3. not to copy the Data (in its Raw Format or otherwise) except where such copying is incidental to the normal use of the Data, (for the benefit of the Customer) or where it is necessary for the purpose of back-up or operational security;
      4. not to make derivative works of, copy (except as in 3.1 (c) above), rent, sell, exploit, distribute, share, lease, sub-license, loan, translate, merge, adapt, vary, amend or modify the Data (in whole or in part or in its Raw Format) except as specifically permitted by this EULA;
      5. not to create any database or any offering that seeks to or does replicate our data and/or our business and/or is in competition with our business;
      6. not to do (or suffer to be done) anything which may unfairly or unlawfully damage our reputation or the integrity or our licensors;
      7. use the Data to produce or create:
        1. a credit report or any product or service (in any form whatsoever) containing or referring to the Data (on its own or in combination with other data) or any results, output or materials derived from the Data which bears upon, refers to or otherwise relates to the creditworthiness of any given business or trading entity,
      8. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Data or attempt to do any such thing except to the extent as otherwise provide by law,
      together the "Restrictions".
    2. We have the right at any time to access your account and to monitor your use of the Platform and Data to ensure compliance with the terms of this EULA.
  4. Use of the Platform itself
    1. You shall only access the Platform using the appropriate key which will be supplied to you ("Access Key") and shall at all times keep the Access Key confidential and secure. This is your responsibility.
    2. You shall:
      1. not modify, add to or enhance the Platform;
      2. not copy the Platform (or any part of it) except and only to the extent permitted by English law;
      3. not decompile, observe, study or test the functioning of the Platform except and to the extent that such restriction is prohibited under English law.
      4. not use the Platform:
        1. in connection with a criminal offence under the applicable national laws or regulations or against public order or applicable ethical standards and codes;
        2. to send spam or to interfere with or degrade our services in any way;
        3. in any way which causes or is intended to cause annoyance, inconvenience or needless anxiety;
        4. for any unlawful purpose whatsoever, including fraud or terrorism;
        5. in any way which is abusive, harmful, threatening or defamatory or any other way that may cause offence;
        6. in any way that could be harmful to Data City's (or its third party licensors) systems or data (including uploading any material that otherwise contains a virus or other malicious code);
        7. in any way which breaches or could potentially breach a legal duty to a third party (including a duty of confidentiality) or which infringes or could potentially infringe a person's right to privacy;
        8. in any way which promotes discrimination or is likely to incite hatred;
        9. in any way which may infringe the Intellectual Property Rights of third parties or which promotes any unlawful act.
    3. If you act in breach of this EULA, we reserve the right to take appropriate counter measures. If deemed necessary, in our full discretion, we may restrict your ability to use the Data in whole or in part, without prior notice. We may use our absolute discretion in interpreting whether or not you are in breach of this EULA.
  5. Intellectual property rights
    1. You acknowledge that all Intellectual Property Rights in the Data belong to us or our licensors, that rights in the Data are licensed (not sold) to you, and that you have no rights in, or to, the Data other than the right to use in accordance with the terms of this EULA.
    2. All Intellectual Property Rights and other proprietary rights to the material used in, for or in connection with the Data, including without limitation applicable trade marks and software and all information (including text and pictures) provided, belong to us or our licensed third parties and are or may be protected by intellectual property right laws and international treaties.
  6. Warranties
    1. We have used reasonable skill in providing the Platform and the Data for the Customer. However, we make no representations or warranties of any kind that the use of the Platform and the Data will be uninterrupted or error-free. The Data is provided "as is" and may contain bugs and errors and the Platform may, occasionally be unavailable in whole or in part due to technical maintenance or interruptions in communications. We shall not be liable for any consequences of any such bugs/errors or technical disruptions on the Platform, including without limitation any resulting loss or distortion of any Data.
    2. You acknowledge that the Data has been complied using third party data sources and publicly available data sources of which we do not have control. You also acknowledge that the Data has not been extracted or developed to meet your or the Customer’s individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Data meet your or the Customer's requirements.
    3. To the maximum extent permitted by applicable law, we hereby disclaim all other warranties, terms and conditions, either implied or statutory in relation to the Platform and Data.
  7. Limitation of liability
    1. Nothing in this EULA shall limit or exclude our liability for; death or personal injury resulting from our negligence; fraud or fraudulent misrepresentation; and any other liability that cannot be excluded or limited by English law.
    2. Subject always to clause 7.1, we shall not be liable to you for:
      1. loss of profits; loss of reputation; loss of goodwill; loss of business; loss or of corruption of data or any special, indirect or consequential losses, or damages; and
      2. our aggregate liability arising out of or in connection with this EULA shall not exceed £1.
    3. You agree to indemnify and keep indemnified us from and against any and all Losses which we may sustain or incur in connection with any misuse of the Data or breach you by of the terms of this EULA. For the purpose of this clause, "Losses" shall mean all incurred losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including legal fees) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties.
  8. Termination
    1. We may, in our sole discretion, if we consider you are in breach of this EULA or otherwise, suspend or terminate the operation, access to and use of the Data at any time without prior notice to you and without the need to give you reasons for such a termination or suspension.
    2. On termination for any reason all rights granted to you under this EULA shall cease and you must immediately cease all activities authorised by this EULA, including your use of the Data.
  9. Communication between us
    1. If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail at . We will confirm receipt of this by contacting you in writing, normally by e-mail.
    2. If we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in your registration for the Data.
  10. Applicable law
    1. This EULA is subject to the laws of England and Wales. Any disputes under this EULA shall be settled under the exclusive jurisdiction of the courts of England and Wales.